EX-10.85





EXHIBIT 10.85




BROADPOINT SECURITIES GROUP, INC.




2007 INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK UNITS AGREEMENT




          THIS RESTRICTED STOCK UNITS AGREEMENT (the “Agreement”) confirms the grant on June 30, 2008
(the “Grant Date”) by Broadpoint Securities Group, Inc., a New York corporation (the “Company”), to
Lee Fensterstock (“Employee”) of Restricted Stock Units (the “Units”), including rights to Dividend
Equivalents as specified herein, as follows:




Number Granted: 250,000 Units



How Units Vest: 33-1/3% of the Units, if not previously forfeited, will vest on the first
anniversary of the Grant Date, 33-1/3% of the Units, if not previously forfeited, will vest
on the second anniversary of the Grant Date and 33-1/3% of the Units, if not previously
forfeited, will vest on the third anniversary of the Grant Date, provided that Employee
continues to be employed by the Company or a subsidiary on each vesting date (each, a “Stated
Vesting Date”). In addition, if not previously forfeited, the Units will become vested upon
the occurrence of certain events relating to Termination of Employment to the extent provided
in Section 4 of the Terms and Conditions of Restricted Stock Units attached hereto (the “Terms
and Conditions”). The terms “vest” and “vesting” mean that the Units have become
non-forfeitable. If Employee has a Termination of Employment prior to the Stated Vesting Date
and the Units are not otherwise deemed vested by that date, the Units will be immediately
forfeited except as otherwise provided in Section 4 of the Terms and Conditions.



Settlement Date: Settlement of vested Units will occur on the earlier of the third
anniversary of the Grant Date or when an Employee has had a Termination of Employment (such
date being the “Settlement Date”), except settlement shall be deferred in certain cases if so
elected by Employee in accordance with Section 8(a) of the Terms and Conditions, and Units
that become vested after Termination of Employment shall be settled at the later of vesting or
such deferral date as Employee may have elected in accordance with Section 8(a) of the Terms
and Conditions. Units granted hereunder will be settled by delivery of one Share for each
Unit being settled (together with any cash or Shares resulting from Dividend Equivalents).



 









 








          The Units are subject to the terms and conditions of the Company’s 2007 Incentive Compensation
Plan (the “Plan”), and this Agreement, including the Terms and Conditions attached hereto. The
number of Units, the kind of shares deliverable in settlement of Units, and other terms relating to
the Units are subject to adjustment in accordance with Section 5 of the Terms and Conditions and
Section 5.3 of the Plan.




          Employee acknowledges and agrees that (i) Units are nontransferable, except as provided in
Section 3 of the Terms and Conditions and Section 9.2 of the Plan, (ii) Units are subject to
forfeiture upon Employee’s Termination of Employment in certain circumstances and, as specified in
Section 4 of the Terms and Conditions, and (iii) sales of shares delivered in settlement of Units
will be subject to the Company’s policies regulating trading by employees.




          IN WITNESS WHEREOF, BROADPOINT SECURITIES GROUP, INC. has caused this Agreement to be executed
by its officer thereunto duly authorized, and Employee has duly executed this Agreement, by which
each has agreed to the terms of this Agreement.




	 	 	 	 	 	 	 	 	 	 
	 	Employee:	 	 	 	BROADPOINT SECURITIES GROUP, INC.	 	 
	 	 
	 	 	 	 	 	 	 	 
	 	/s/ Lee Fensterstock
 

LEE FENSTERSTOCK

	 	 	 	By:
	 	/s/ Peter McNierney
 

PETER MCNIERNEY
	 	 






TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS




          The following Terms and Conditions apply to the Units granted to Employee by Broadpoint
Securities Group, Inc. (the “Company”), and Units (if any) resulting from Dividend Equivalents, as
specified in the Restricted Stock Units Agreement (of which these Terms and Conditions form a
part). Certain terms of the Units, including the number of Units granted, vesting date(s) and
Settlement Date, are set forth in the Agreement.




          1. GENERAL. The Units are granted to Employee under the Company’s 2007 Incentive
Compensation Plan (the “Plan”). A copy of the Plan and information regarding the Plan, including
documents that constitute the “Prospectus” for the Plan under the Securities Act of 1933, can be
obtained from the Company upon request. All of the applicable terms, conditions and other
provisions of the Plan are incorporated by reference herein. Capitalized terms used in the
Agreement and this Terms and Conditions but not defined herein shall have the same meanings as in
the Plan. If there is any conflict between the provisions of the Agreement and this Terms and
Conditions and mandatory provisions of the Plan, the provisions of the Plan govern, otherwise, the
terms of this document shall prevail. By accepting the grant of the Units, Employee agrees to be
bound by all of the terms and provisions of the Plan (as presently in effect or later amended), the
rules and regulations under the Plan adopted from time to time, and the decisions and
determinations of the Company’s Executive Compensation Committee (the “Committee”) made from time
to time, provided that no such Plan amendment, rule or regulation
or Committee decision or determination without the consent of an affected Participant shall
materially affect the rights of the Employee with respect to the Units.





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          2. ACCOUNT FOR EMPLOYEE. The Company shall maintain a bookkeeping account for
Employee (the “Account”) reflecting the number of Units then credited to Employee hereunder as a
result of such grant of Units and any crediting of additional Units to Employee pursuant to
payments equivalent to dividends paid on Common Stock under Section 5 hereof (“Dividend
Equivalents”).




          3. NONTRANSFERABILITY. Until Units are settled in accordance with the terms of this
Agreement, Employee may not sell, transfer, assign, pledge, margin or otherwise encumber or dispose
of Units or any rights hereunder to any third party other than by will or the laws of descent and
distribution, except for transfers to a Beneficiary or as otherwise permitted and subject to the
conditions under Section 9.2 of the Plan.




          4. TERMINATION PROVISIONS. The following provisions will govern the vesting and
forfeiture of the Units in the event of Employee’s Termination of Employment, unless otherwise
determined by the Committee (subject to Section 9(a) hereof):




          (a) Death or Disability. In the event of Employee’s Termination of Employment due to
death or Disability (as defined below), all Units then outstanding, if not previously vested, will
immediately vest, and all Units will be settled in accordance with the settlement terms set out in
the Agreement, giving effect to any valid deferral election of Employee then in effect.




          (b) Termination by Employee Without Good Reason or by the Employer for Cause.  In the
event of Employee’s Termination of Employment by Employee without Good Reason or by the Employer
for Cause, Restricted Stock Units not vested at the date of Termination will be forfeited.




          (c) Termination by the Employer Without Cause. In the event of Employee’s Termination
of Employment by the Employer for any reason other than Cause, Restricted Stock Units not vested at
the date of Termination shall not be forfeited, but will continue to vest in accordance with the
vesting schedule specified in the Agreement, provided that Employee executes a settlement agreement
and release and a restrictive covenant agreement substantially as set forth in Section 8(a) of the
Employment Agreement, in accordance with and for a term not to exceed eighteen (18) months as
provided by the Incentive Compensation Plan




          (d) Termination by Employee for Good Reason, other than in connection with a Change of
Control. In the event of Employee’s Termination of Employment by Employee for Good Reason
other than in connection with a Change of Control, Restricted Stock Units not vested at the date of
Termination shall not be forfeited, but will continue to vest in accordance with the vesting
schedule specified in the Agreement, provided that Employee executes a settlement agreement and
release and a restrictive covenant agreement substantially as set forth in Section 8(a) of the
Employment Agreement, in accordance with and for a term not to exceed eighteen (18) months as
provided by the Incentive Compensation Plan.




          (e) Termination by Employee for Good Reason in connection with a Change of Control. 
In the event of Employee’s Termination for Good Reason in the event of a Change
of Control occurs and Employee does not continue thereafter as the most senior executive officer of
the business of the Company as conducted immediately prior to the Change of Control, (A) all



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RSUs
granted to Employee prior to the termination of his employment shall immediately vest upon
termination and (B) RSUs specified in the schedule set forth in Section 3(d) of the Employment
Agreement that have not yet been granted to Employee, including without limitation all shares the
grant of which is otherwise contingent on achieving Performance Targets (as defined in the
Employment Agreement) shall be granted to Employee on the date of his termination and shall
immediately vest upon such date.




          (f) Expiration of Employment Period without continued employment of Employee by the
Company.  In the event Employee’s employment terminates as a result of the expiration of the
Employment Period without continued employment by the Company, Restricted Stock Units granted to
the Employee prior to the termination of his employment shall continue to vest in accordance with
the provisions of the Agreement, provided that Employee agrees to remain a member of the Board of
Directors of the Company in good standing and to meet all obligations of a Board member.




          (g) Certain Definitions. The following definitions apply for purposes of this
Agreement, whether or not Employee has an employment agreement or other agreement with a Group
Entity that contains the same or similar defined terms




               (i) “Cause” has the meaning given in the Employment Agreement.



               (ii) “Change of Control” has the meaning given in the Employment Agreement.



               (iii) “Disability” means “disability” as defined in Code Section 409A.



               (iv) “Employment Agreement” means that certain employment agreement entered into by and
between Employee and the Company dated as of September 21, 2007.



               (v) “Employment Period” has the meaning given in
the Employment Agreement.



               (vi) “Good Reason” has the meaning given in the
Employment Agreement.



               (vii) “Group Entity” means either the Company or any of its subsidiaries and affiliates.



               (viii) “Pro Rata Portion” means, for each tranche of Units, a fraction the numerator of which
is the number of days that have elapsed from the Grant Date to the date of Employee’s Termination
of Employment and the denominator of which is the number of days from the Grant Date to the Stated
Vesting Date for that tranche. A “tranche” is that portion of Units that have a unique Stated
Vesting Date.



               (ix) “Retirement” means a “Retirement” as defined in the Plan which also qualifies as a
Termination of Employment.



               (x) “Termination of Employment” means the event by which Employee ceases to be employed by a
Group Entity and immediately thereafter is not employed by any



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other Group Entity and which
constitutes a “separation from service” under Code Section 409A and its associated regulations.




          5. DIVIDEND EQUIVALENTS AND ADJUSTMENTS.




          (a) Dividend Equivalents. Subject to Section 5(d), Dividend Equivalents will be
credited on Units (other than Units that, at the relevant record date, previously have been settled
or forfeited) and deemed reinvested in additional Units, to the extent and in the manner as
follows:




               (i) Cash Dividends. If the Company declares and pays a dividend or distribution on
Shares in the form of cash, then a number of additional Units shall be credited to Employee’s
Account as of the last day of the calendar quarter in which such dividend or distribution was paid
equal to the number of Units credited to the Account as of the record date for such dividend or
distribution multiplied by cash amount of the dividend or distribution paid on each outstanding
Share at such payment date, divided by the Fair Market Value of a share of Common Stock at the date
of such crediting; provided, however, that in the case of an extraordinary cash dividend or
distribution the Company may provide for such crediting at the dividend or distribution payment
date instead of the last day of the calendar quarter.



               (ii) Stock Dividends and Splits. If the Company declares and pays a dividend or
distribution on Shares in the form of additional Shares, or there occurs a forward split of Shares,
then a number of additional Units shall be credited to Employee’s Account as of the payment date
for such dividend or distribution or forward split equal to the number of Units credited to the
Account as of the record date for such dividend or distribution or split multiplied by the number
of additional Shares actually paid as a dividend or distribution or issued in such split in respect
of each outstanding Share.



               (iii) Other Dividends. If the Company declares and pays a dividend or distribution
on Shares in the form of property other than additional Shares, then a number of additional Units
shall be credited to Employee’s Account as of the payment date for such dividend or distribution
equal to the number of Units credited to the Account as of the record date for such dividend or
distribution multiplied by the Fair Market Value of such property actually paid as a dividend or
distribution on each outstanding Share at such payment date, divided by the Fair Market Value of a
Share at such payment date.



          (b) Adjustments. The number of Units credited to Employee’s Account shall be
appropriately adjusted, in order to prevent dilution or enlargement of Employee’s rights with
respect to Units or to reflect any changes in the number of outstanding shares of Common Stock
resulting from any event referred to in Section 5.3 of the Plan, taking into account any Units
credited to Employee in connection with such event under Section 5(a) hereof.




          (c) Risk of Forfeiture and Settlement of Units Resulting from Dividend Equivalents and
Adjustments. Units which directly or indirectly result from Dividend Equivalents on or
adjustments to a Unit granted hereunder and which do not result from a dividend or distribution on
Shares in the form of cash, shall be subject to the same risk of
forfeiture as applies to the granted Unit and, if not forfeited, will be settled at the same time
as the granted Unit. Units which directly or indirectly result from Dividend Equivalents on or



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adjustments to a Unit granted hereunder and which result from an ordinary dividend or distribution
on Shares in the form of cash, shall not be subject to forfeiture and will be settled at the same
time as the granted Unit (or if the granted Unit is forfeited, then at the time the granted Unit
would have been settled if it were not forfeited). Units which directly or indirectly result from
Dividend Equivalents on or adjustments to a Unit granted hereunder and which result from an
extraordinary dividend or distribution on Shares in the form of cash, shall, unless otherwise
determined by the Company at the time of such extraordinary dividend or distribution, be subject to
the same risk of forfeiture as applies to the granted Unit and, if not forfeited, will be settled
at the same time as the granted Unit.




          (d) Changes to Manner of Crediting Dividend Equivalents. The provisions of Section
5(a) notwithstanding, the Company may vary the manner and timing of crediting Dividend Equivalents
for administrative convenience, including, for example, by crediting cash Dividend Equivalents
rather than additional Units.




          6. ADDITIONAL FORFEITURE PROVISIONS NOT APPLICABLE. The forfeiture conditions set
forth in Section 7.4 of the Plan shall not apply to all Units hereunder and to gains realized upon
the settlement of the Units, except as specifically stated herein.




          7. EMPLOYEE REPRESENTATIONS AND WARRANTIES AND RELEASE. As a condition to any
non-forfeiture of the Units at or after Termination of Employment and to any settlement of the
Units, the Company may require Employee (i) to make any representation or warranty to the Company
as may be required under any applicable law or regulation, to make a representation and warranty
that no Forfeiture Event has occurred or is contemplated, and that otherwise the requirements of
Section 7 above have been met, and (ii) to execute a release of claims against the Company arising
before the date of such release, in such form as may be specified by the Company.




          8. OTHER TERMS RELATING TO UNITS.




          (a) Deferral of Settlement; Compliance with Code Section 409A. Settlement of any
Unit, which otherwise would occur at the Settlement Date, will be deferred in certain cases if and
to the extent Employee is permitted to defer the Units and timely makes a valid deferral election
relating to the Units. Deferrals, whether elective or mandatory under the terms of this Agreement,
shall comply with requirements under Code Section 409A. Deferrals will be subject to such other
restrictions and terms as may be specified by the Company prior to deferral. It is understood that
Code Section 409A and regulations thereunder may require any elective deferral to comply with
Section 409A(a)(4)(C). Other provisions of this Agreement notwithstanding, under U.S. federal
income tax laws and Treasury Regulations (including proposed regulations) as presently in effect or
hereafter implemented, (i) if the timing of any distribution in settlement of Units would result in
Employee’s constructive receipt of income relating to the Units prior to such distribution, the
date of distribution will be the earliest date after the specified date of distribution that
distribution can be effected without resulting in such constructive receipt (or, if delayed
distribution would not avoid such constructive receipt, distribution will be accelerated to the
date that would avoid such constructive receipt, but in no event will distribution occur before the
vesting date); and (ii) any rights of Employee or retained
authority of the Company with respect to Units hereunder shall be automatically modified and
limited to the extent necessary so that Employee will not be deemed to be in constructive receipt



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of income relating to the Units prior to the distribution and so that Employee shall not be subject
to any penalty under Code Section 409A.




          (b) Fractional Units and Shares. The number of Units credited to Employee’s Account
shall include fractional Units calculated to at least three decimal places, unless otherwise
determined by the Committee. Unless settlement is effected through a broker or agent that can
accommodate fractional shares (without requiring issuance of a fractional share by the Company),
upon settlement of the Units Employee shall be paid, in cash, an amount equal to the value of any
fractional share that would have otherwise been deliverable in settlement of such Units.




          (c) Tax Withholding. Employee shall make arrangements satisfactory to the Company,
or, in the absence of such arrangements, a Group Entity may deduct from any payment to be made to
Employee any amount necessary, to satisfy requirements of federal, state, local, or foreign tax law
to withhold taxes or other amounts with respect to the lapse of the risk of forfeiture (including
FICA due upon such lapse) or the settlement of the Units. Unless Employee has made separate
arrangements satisfactory to the Company, the Company may elect to withhold shares deliverable in
settlement of the Units having a fair market value (as determined by the Committee) equal to the
amount of such tax liability required to be withheld in connection with the settlement of the
Units, but the Company shall not be obligated to withhold such Shares.




          (d) Statements. An individual statement of Employee’s Account will be issued to
Employee at such times as may be determined by the Company. Such a statement shall reflect the
number of Units credited to Employee’s Account, transactions therein during the period covered by
the statement, and other information deemed relevant by the Committee. Such a statement may be
combined with or include information regarding other plans and compensatory arrangements for
employees. Employee’s statements shall be deemed a part of this Agreement, and shall evidence the
Company’s obligations in respect of Units, including the number of Units credited as a result of
Dividend Equivalents (if any). Any statement containing an error shall not, however, represent a
binding obligation to the extent of such error, notwithstanding the inclusion of such statement as
part of this Agreement.




          9. MISCELLANEOUS.




          (a) Binding Agreement; Written Amendments. This Agreement shall be binding upon the
heirs, executors, administrators and successors of the parties. This Agreement and the Plan, and
any deferral election separately filed with the Company relating to the grant of Units under the
Agreement, constitute the entire agreement between the parties with respect to the Units, and
supersede any prior agreements or documents with respect thereto. No amendment, alteration,
suspension, discontinuation, or termination of this Agreement which may impose any additional
obligation upon the Company or materially impair the rights of Employee with respect to the Units
shall be valid unless in each instance such amendment, alteration, suspension, discontinuation, or
termination is expressed in a written instrument duly executed in the name and on behalf of the
Company and by Employee.




          (b) No Promise of Employment. The Units and the granting thereof shall not constitute
or be evidence of any agreement or understanding, express or implied, that Employee



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has a right to
continue as an officer or employee of the Company for any period of time, or at any particular rate
of compensation.




          (c) Unfunded Plan. Any provision for distribution in settlement of Employee’s Account
hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create
in Employee or any Beneficiary any right to, or claim against any, specific assets of the Company,
nor result in the creation of any trust or escrow account for Employee. With respect to any
entitlement of Employee or any Beneficiary to any distribution hereunder, Employee or such
Beneficiary shall be a general creditor of the Company.




          (d) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.




          (e) Legal Compliance. Employee agrees to take any action the Company reasonably deems
necessary in order to comply with federal and state laws, or the rules and regulations of the
NASDAQ Global Market or any other stock exchange, or any other obligation of the Company or
Employee relating to the Units or this Agreement.




          (f) Notices. Any notice to be given the Company under this Agreement shall be
addressed to the Company at One Penn Plaza, New York, New York 10119 Attention: Corporate
Secretary, and any notice to the Employee shall be addressed to the Employee at Employee’s address
as then appearing in the records of the Company.





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